12.Warrants

Public Warrants

As at June 30, 2026, 15,000,000 common share warrants issued by the Company as part of the units offered in its initial public offering (“Public Warrants”) were outstanding (December 31, 2025: 15,000,000). Public Warrants may only be exercised for a whole number of shares. The exercise price for the Public Warrants is $11.50 per common share. The Public Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation.

As at June 30, 2026, the value of outstanding Public Warrants of $19.5 million was recorded in additional paid in capital (December 31, 2025: $19.5 million).

Private Warrants

As at June 30, 2026, 9,500,000 Private Warrants were outstanding (December 31, 2025: 9,500,000). The exercise price for the Private Warrants is $11.50 per common share. The Private Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation.

The Private Warrants were valued using a Black-Scholes model, which resulted in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s common shares. The expected volatility was estimated using a binomial model that assigned equal weight to the implied volatility of the Company’s Public Warrants, adjusted for the call feature triggered at prices above $18.00 over 20 trading days within any 30-day period, and the historical volatility of the common share price.

As at June 30, 2026, the fair value of outstanding Private Warrants of approximately $0.5 million is recorded as warrants liability. The following table presents the changes in the fair value of warrants liability:

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As at June 30, 2026, the fair value of the Private Warrants was estimated using the following assumptions:

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Class A Warrants

As at June 30, 2026, 4,317,500 Class A warrants issued as part of a registered direct offering in 2023 (“Class A Warrants”) were outstanding (December 31, 2025: 4,317,500). Each whole Class A Warrant entitles the holder to purchase one common share at an exercise price of $2.00 per share and will expire on December 31, 2027.

During the three and six months ended June 30, 2026, there were no exercises of Class A Warrants. As at June 30, 2026, the value of outstanding Class A Warrants of $3.6 million was recorded in additional paid in capital (December 31, 2025: $3.6 million).

Class B Warrants

As at June 30, 2026, 15,000 Class B warrants were outstanding (December 31, 2025: 15,000). Each whole Class B Warrant entitles the holder to purchase one common share at an exercise price of $2.00 per share and will expire on November 19, 2029.

During the three and six months ended June 30, 2026, there had been no exercises of Class B warrants. As at June 30, 2026, the value of outstanding Class B Warrants of $9 thousand was recorded in additional paid in capital (December 31, 2025: $9 thousand).

Class C Warrants

As at June 30, 2026, 10,003,333 Class C warrants were outstanding (December 31, 2025: 10,003,333). Each whole Class C Warrant entitles the holder to purchase one common share at an exercise price of $4.50 per share. The Class C warrants expire on May 12, 2028.

During the three and six months ended June 30, there had been no exercises of Class C warrants. As at June 30, the value of outstanding Class C Warrants of $10.2 million was recorded in additional paid in capital (December 31, 2025: $10.2 million).

Warrants issued to Korea Zinc

As at June 30, 2026, 6,868,181 warrants issued to Korea Zinc were outstanding (December 31, 2025: 6,868,181). The exercise price for the warrants is $7.00 per common share and the warrants expire on June 25, 2028.

During the three and six months ended June 30, 2026, there had been no exercises of the warrants issued to Korea Zinc and as at June 30, 2026, the value of outstanding warrants of $11.5 million was recorded in additional paid in capital (December 31, 2025: $11.5 million).

Warrants issued to Republic of Naoero, formerly known as Republic of Nauru (“Naoero” or “Nauru”)

As at June 30, 2026, 9,146,268 warrants issued to the Republic of Naoero (“Nauru Warrants”) were outstanding (December 31, 2025 – 9,146,268). The Nauru Warrants allow the purchase of common shares of the Company at an exercise price of $4.72 per share with an expiration date of May 30, 2030. The Nauru Warrants cannot be exercised through a cashless or net exercise.

The Nauru Warrants cannot be exercised until the following conditions have been met:

During the three and six months ended June 30, 2026, there has been no exercises of the Nauru Warrants. As at June 30, 2026, the value of outstanding Nauru Warrants of $33.1 million was recorded in additional paid in capital (December 31, 2025: $33.1 million).

Warrants issued to the Kingdom of Tonga

As at June 30, 2026, 1,000,000 warrants issued to the Kingdom of Tonga (“Tonga Warrants”) were outstanding (December 31, 2025 – 1,000,000). The Tonga Warrants allow the purchase of common shares of the Company at an exercise price of $5.87 per share, with an expiration date of August 4, 2033. The Tonga Warrants cannot be exercised through a cashless or net exercise.

The Tonga Warrants cannot be exercised until the following conditions have been met:

During the three and six months ended June 30, 2026, there were no exercises of the Tonga Warrants. As at June 30, 2026, the value of outstanding Tonga Warrants of $5 million was recorded in additional paid in capital (December 31, 2025: $5 million).